Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. (a) Except as may be required by Law, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Market.

Confidentiality; Publicity. (a) Except as may be required by Law, Legal Requirement or pursuant to a stock exchange listing agreement or as otherwise permitted or expressly contemplated herein or as expressly consented to by Buyerherein, no party hereto or and none of their respective Affiliates, employees, agents agents, and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's ’s duties, shall not be deemed confidential information, and after the Effective Time Buyer shall not be restricted with respect to any confidential information included within the Purchased Assets. Buyer and its Affiliates may issue such press releases and other public announcements concerning the transactions provided herein as they desire in their sole discretion. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any of the Seller or the Stockholders Parties without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Market.

Confidentiality; Publicity. All information furnished by the Seller in writing to Buyer in connection with this Agreement and the transactions contemplated hereby shall be kept confidential by Buyer and shall be used by it only in connection with this Agreement and the transactions contemplated hereby, except to the extent that such information (ai) is information which it can demonstrate was already known to it from a source, with no duty of confidentiality to Seller, when received from Seller (ii) thereafter becomes lawfully obtainable from other sources through no act or failure to act on its part, or (iii) is required to be disclosed in any document to be filed with any Governmental or Regulatory Body or in connection with any litigation, provided that Buyer shall disclose only so much of the confidential information as is legally required, and only after consultation with Seller and its counsel. In the event that the Closing does not occur, Buyer shall, upon request, promptly return to Seller the printed information it received from Seller and shall destroy all copies of, or extracts from, such information. Except as may be to the extent required by Law, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information news release or other proprietary knowledge public disclosure or announcement concerning the business this Agreement or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement shall not be issued or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby approved by Buyer without its first obtaining the prior written consent approval of the other parties hereto; providedSeller or Parent, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, and shall not be deemed confidential information. No press release issued or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued approved by Seller or the Stockholders any LP Group Company without its first obtaining the prior written approval of the other parties hereto (which approval Buyer, as to the contents of the announcement, disclosure and/or release. Buyer and Seller shall not be unreasonably withheld or delayed); provideduse their best efforts and establish reasonable precautions to ensure that their affiliates, howeverprincipals, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules agents and regulations promulgated employees abide by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Marketterms of this Section 14.1.

Confidentiality; Publicity. (a) Except as may be required by Law, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller Seller, PDMI, Parent or the Stockholders Buyer without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Market.

Confidentiality; Publicity. (a) Except as may be required by Law, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, In the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing event the transactions contemplated by this Agreement are not consummated, each party hereto will (i) promptly return to the party providing them all records and information provided pursuant to this Agreement, (ii) treat such records and other information as confidential, and (iii) not use directly or use indirectly such records and information for its own benefit or knowingly permit disclose the use same to any third party. The obligations of confidentiality hereunder shall continue for a period of five years from the date of this Agreement; provided that, with respect to any item provided hereunder which constitutes a trade secret under applicable Law, such period of confidentiality shall continue for so long as such item constitutes a trade secret under applicable Law. Notwithstanding the foregoing, nothing contained herein shall prohibit the disclosure of information which is in the public domain, has been disclosed by any Third Party not under an obligation not to disclose the same, was independently developed by a party without reference to confidential information information, or other proprietary knowledge for is required to be disclosed by Law. Each party agrees that it will not make any purpose other than in connection with announcement or discuss the transactions contemplated hereby herein with any third party, other than with its accountants, attorneys or similar representatives, or parties from whom consent must be obtained without the prior written consent of the other parties, unless its counsel advises that such announcement or discussion is required by Law, in which case the consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Marketrequired.

Confidentiality; Publicity. (a) Except as may be required by Lawlaw, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Sellerthe Company) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller the Company, the Stockholders, Buyer or the Stockholders Diamond without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer or Diamond from making any public disclosure which BuyerDiamond's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Market.

Confidentiality; Publicity. Each of the parties to this Agreement will hold in strict confidence and will not use or disclose, and each such party will cause its agents, consultants, legal counsel, accountants, investors, prospective investors and other persons affiliated with such party (a“Representatives”) Except as may be required by Lawto hold in strict confidence and not to use or disclose, as expressly (i) the specific details of the transaction contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party under this Agreement, including, without limitation, the subject matter or terms hereof or any confidential and conditions of this Agreement not revealed to the public pursuant to this section, (ii) non-public information or other proprietary knowledge regarding the Business, including, without limitation, the customer lists and customer leads, and (iii) all non-public documents and information concerning the business or affairs of any other party which it may have acquired from furnished by such other party in the course of pursuing connection with the transactions contemplated by this Agreement (collectively, the “Confidential Information”), except as required to obtain Court Approval. Neither party to this Agreement (including their Representatives) will release or use disclose any Confidential Information to any other person or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby entity without the prior written consent of the other parties hereto; providedparties, howeverexcept that a party may disclose such information as required by applicable law, that any information that is otherwise publicly available, without breach of this provisionregulation or legal process, or has been obtained from a third party without a breach as reasonably necessary in connection with pursuing or defending any claim that may arise between the parties out of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the Acquisition Agreements. All notices to third parties and all other publicity concerning the transactions contemplated hereby by this Agreement shall be issued jointly planned and coordinated by and between Buyer and Seller. Neither Buyer nor Seller or the Stockholders shall act unilaterally in this regard without the prior written approval of the other parties hereto (which party; however, this approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Marketwithheld.

Confidentiality; Publicity. (a) Except as may be required by Law, as expressly contemplated herein Any information concerning Seller disclosed to Buyer or as expressly consented to by Buyer, no party hereto its Affiliates or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any information concerning Buyer or its Affiliates disclosed to Seller or its Affiliates or their representatives, which has not been publicly disclosed, shall be kept strictly confidential by the Parties and shall not be disclosed or used by the recipients whether or not the Closing occurs and until publicly disclosed by the Party to which such information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties heretorelates; provided, however, that the foregoing provision shall not prohibit disclosures by any Party of information that (i) was in the possession of a Party prior to the date hereof, provided that such information is otherwise publicly availablenot known by such Party to be subject to a confidentiality agreement, without breach (ii) is or becomes generally available to the public other than as a result of a disclosure by a Party in violation of this provisionSection 7.5, or has been obtained from (iii) a third party without Party is required to disclose by Law, including in connection with a breach Proceeding or in connection with the payment of such third party's duties, shall not be deemed confidential informationTaxes. No press release or other Seller hereby agrees that no public announcement related to announcements concerning the terms of this Agreement or the transactions contemplated hereby Documents or concerning the Transactions shall be issued by Seller or the Stockholders made without the prior written approval consent of the Buyer. Notwithstanding the foregoing, Buyer shall be entitled to issue a press release announcing the execution of this Agreement and the Transactions contemplated hereunder and make such other parties hereto (which approval shall not be unreasonably withheld public disclosures as Buyer may deem necessary or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Marketdesirable in accordance with securities laws.

Confidentiality; Publicity. Each of the parties to this Agreement will hold in strict confidence and will not use or disclose, and each such party will cause its agents, consultants, legal counsel, accountants, investors, prospective investors and other persons affiliated with such party (a“Representatives”) Except as may be required by Lawto hold in strict confidence and not to use or disclose, as expressly (i) the specific details of the transaction contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party under this Agreement, including, without limitation, the subject matter or terms hereof or any confidential and conditions of this Agreement not revealed to the public pursuant to this section, (ii) non-public information or other proprietary knowledge regarding the Business, including, without limitation, the customer lists and customer leads, and (iii) all non-public documents and information concerning the business or affairs of any other party which it may have acquired from furnished by such other party in the course of pursuing connection with the transactions contemplated by this Agreement (collectively, the “Confidential Information”), except as required to obtain Court Approval. Neither party to this Agreement (including their Representatives) will release or use disclose any Confidential Information to any other person or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby entity without the prior written consent of the other parties hereto; providedparties, howeverexcept that a party may disclose such information as required by applicable law, that any information that is otherwise publicly available, without breach of this provisionregulation or legal process, or has been obtained from a third party without a breach as reasonably necessary in connection with pursuing or defending any claim that may arise between the parties out of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the Acquisition Agreements. All notices to third parties and all other publicity concerning the transactions contemplated hereby by this Agreement shall be issued jointly planned and coordinated by and between Xxxxx and Seller. Neither Buyer nor Seller or the Stockholders shall act unilaterally in this regard without the prior written approval of the other parties hereto (which party; however, this approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Marketwithheld.

Confidentiality; Publicity. (a) Except as may be required by Law, as may be necessary to satisfy the requirements of the HSR Act, or as otherwise expressly contemplated herein or as expressly consented to by Buyereach of the parties, no party hereto or their respective Affiliatesaffiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party Genlyte or the Xxxxxx Entities which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's ’s duties, shall not be deemed confidential informationinformation or proprietary knowledge. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller or the Stockholders any party hereto without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer Genlyte or Xxxxxx from making any public disclosure which Buyer's their respective counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD New York Stock Exchange or the Nasdaq Stock MarketNasdaq.

Confidentiality; Publicity. (a) Except as may be required by Lawlaw, rule, regulation, or pursuant to a stock exchange listing agreement or as otherwise permitted or expressly contemplated herein or as expressly consented to by Buyerherein, no party hereto or and none of their respective Affiliates, employees, agents agents, and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's ’s duties, shall not be deemed confidential information, and after the Effective Time XPO shall not be restricted with respect to any confidential information included within the Purchased Assets. This Agreement, the terms of the Transaction, the financial statements of the Company, and related information will be publicly disclosed by XPO in their press releases, filings with the Securities and Exchange Commission, and investor communications. The Seller Companies hereby consent to such disclosure and waive the provisions of any applicable confidentiality or similar agreement that otherwise would have prevented such disclosure. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any of the Seller Companies or the Stockholders their Affiliates without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock MarketXPO.

Confidentiality; Publicity. (a) Except as may be required by Law, as expressly contemplated herein or as expressly consented to by BuyerBuyers, no party hereto or their respective Affiliatesaffiliates, employees, agents and representatives (including Sellerany of Sellers) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's ’s duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller any of Sellers or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer Buyers from making any public disclosure which Buyer's ’s counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD Commission or the Nasdaq Stock Market.

Confidentiality; Publicity. (a) Except as may be required by Law, as may be necessary to satisfy the requirements of the HSR Act, or as otherwise expressly contemplated herein or as expressly consented to by Buyereach of the parties, no party hereto or their respective Affiliatesaffiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party Genlyte or the Thomas Entities which it may have acquired from such party in the course xxxxxx of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential informationinformation or proprietary knowledge. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller or the Stockholders any party hereto without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer Genlyte or Thomas from making any public disclosure which Buyer's counsel their respective coxxxxx advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD New York Stock Exchange or the Nasdaq Stock MarketNasdaq.

Confidentiality; Publicity. (a) Except as may be required by LawThe Buyer and the Sellers’ Representative shall reasonably cooperate to prepare, as expressly contemplated herein and mutually agree to the text of, a public announcement regarding the Transactions promptly following the date hereof. Notwithstanding the foregoing, none of the Parties will make any public announcement or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to issue any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by public communication regarding this Agreement or use the Transactions or knowingly permit any matter related to the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby foregoing, without the prior written consent of the other parties hereto; providedSellers’ Representative, however, that any information that is otherwise publicly available, without breach in the case of this provisiona public announcement by the Buyer, or has been obtained from the Buyer, in the case of a third party without a breach of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related by the Sellers (such consents, in either case, not to this Agreement or the transactions contemplated hereby shall be issued by Seller or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld withheld, conditioned or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises except (a) if such announcement or other communication is required by applicable Law or Order, in which case the disclosing Party shall, to the extent permitted by applicable Law or Order, first allow such other Party to review such announcement or communication and the opportunity to comment thereon, and the disclosing Party shall consider such comments in good faith; (b) internal announcements to Employees of the Company Entities; and (c) announcements and communications to Governmental Entities in connection with Filings or Permits relating to the Transactions required to be made under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Marketthis Agreement.

Confidentiality; Publicity. (a) Except Prior to the Closing and except as may be required by Law, as expressly contemplated herein or as expressly consented to by Buyerprovided in Section 12.14(b), no party hereto Party shall (or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to permit any third party this Agreement, the subject matter or terms hereof Affiliate or any confidential information representative thereof to) issue a press release or other proprietary knowledge concerning the business or affairs of make any other party which it may have acquired from such party in the course of pursuing public announcement concerning the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties heretoSeller and the Buyer, except as such release or announcement may be required by applicable Law or the rules or regulations of the United States or foreign securities exchange; provided, however, that any (a) the Seller and its respective Affiliates will be permitted to disclose such information that is otherwise publicly availableto its Representatives, without breach of this provisionmembers, or has been obtained from a third party current investors who are instructed by the Seller to maintain such information in confidence (with Seller to be responsible for any breach by such Persons of their respective confidentiality obligations), and (b) the Parties and their respective Affiliates will be permitted to disclose and use such confidential information in connection with enforcing their rights and fulfilling their obligations under this Agreement or any other agreement entered into in connection with this Agreement. After the Closing, no press releases related to this Agreement and the transactions contemplated herein, or other announcements to the employees, patients, payors, referral sources, vendors or suppliers of the Acquired Companies, will be issued without a breach the approval of such third party's dutiesthe Buyer (which approval, in each case, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld withheld, conditioned or delayed); provided, however, that this provision the Buyer shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules first permit the Seller a reasonable opportunity to review and regulations promulgated comment on the press release proposed to be issued by the Securities and Exchange Commission, Buyer upon consummation of the NASD or the Nasdaq Stock MarketClosing.